1041-00003 · Solara Digital Infrastructure LP · Transaction Documents/Ancillary Agreements

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ROLLOVER AGREEMENT

Execution Version

January 22, 2024

This ROLLOVER AGREEMENT (this "Agreement") is entered into as of January 22, 2024, by and between:

(1) SOLARA DIGITAL INFRASTRUCTURE FUND VI LP, a Delaware limited partnership ("Parent"); and

(2) PINNACLE GROWTH VENTURES LLC, a Delaware limited liability company ("Rollover Holder").

Parent and Rollover Holder are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Parent, Stratos Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521) (the "Company"), have entered into that certain Agreement and Plan of Merger, dated as of January 22, 2024 (as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), pursuant to which, among other things, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent, in a reverse triangular merger governed by the Delaware General Corporation Law. Pursuant to the Merger Agreement, at the Effective Time, each outstanding share of common stock of the Company (other than shares held by the Company or any of its wholly owned subsidiaries, shares held by Parent or Merger Sub, Dissenting Shares (as defined in the Merger Agreement), and Rollover Shares (as defined herein)) shall be converted into the right to receive per-share merger consideration of approximately Thirty-Six Dollars and Ninety-Two Cents ($36.92) per share in cash, without interest (subject to rollover elections as contemplated hereby), representing an aggregate equity deal value of approximately Six Billion Eight Hundred Million Dollars ($6,800,000,000);

WHEREAS, Rollover Holder is a Delaware limited liability company, headquartered at 777 Third Avenue, 28th Floor, New York, New York 10017, managed by its Managing Member, Evelyn Carmichael. Rollover Holder currently is the record and beneficial owner of 21,367,200 shares of common stock of the Company, representing approximately 11.6% of the 184,200,000 shares of Company common stock issued and outstanding as of the date hereof. Rollover Holder is a growth equity firm that originally invested in the Company as a Series B investor and has since maintained a significant equity position in the Company, including participation in subsequent financing rounds, and currently holds two (2) seats on the board of directors of the Company;

WHEREAS, in connection with the Merger and the other transactions contemplated by the Merger Agreement, Rollover Holder desires to contribute and roll over a portion of its Company Shares (as defined herein) into equity interests in the Surviving Entity (or a parent entity thereof), rather than receiving the per-share Merger Consideration in cash for such portion of its shares, in order to facilitate the consummation of the transactions contemplated by the Merger Agreement and to maintain an ongoing equity interest in the business of the Company following the Closing; and

WHEREAS, the execution and delivery of this Rollover Agreement by Rollover Holder is a condition to, and an inducement for, Parent's willingness to enter into the Merger Agreement and to consummate the Merger and the other transactions contemplated thereby. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 — Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below:

"Cashed-Out Shares" means the remaining forty percent (40%) of Rollover Holder's Company Shares that are not Rollover Shares, equal to 8,546,880 shares of Company common stock, which shares shall be converted at the Effective Time into the right to receive the Merger Consideration in cash at approximately $36.92 per share, in accordance with the terms and conditions of the Merger Agreement.

"Closing" means the closing of the Merger as defined in Section 2.3 of the Merger Agreement, which shall occur on the Closing Date.

"Closing Date" means the date on which the Closing occurs. For purposes of this Agreement, the Parties acknowledge that the Closing occurred on July 9, 2024, with the Certificate of Merger filed with the Secretary of State of the State of Delaware at 11:59 PM Eastern Time on such date.

"Company" means Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521), with its ordinary shares listed on the Nasdaq Global Select Market under the ticker symbol "CLDM."

"Company Shares" means shares of common stock of the Company, par value $0.01 per share.

"Effective Time" means the effective time of the Merger as set forth in the Certificate of Merger filed with the Secretary of State of the State of Delaware, which time was 11:59 PM Eastern Time on the Closing Date.

"Equity Commitment Letter" means that certain Equity Commitment Letter, dated as of January 22, 2024, from Parent to Merger Sub, pursuant to which Parent has committed to contribute cash equity in the aggregate amount of Two Billion Eight Hundred Thirty-Two Million Eight Hundred Eighty-Eight Thousand Ninety-Six Dollars ($2,832,888,096) to fund a portion of the Merger Consideration, on the terms and subject to the conditions set forth therein.

"Merger" means the merger of Merger Sub with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent, on the terms and subject to the conditions set forth in the Merger Agreement.

"Merger Agreement" has the meaning set forth in the Recitals to this Agreement.

"Merger Consideration" means approximately Thirty-Six Dollars and Ninety-Two Cents ($36.92) per share of Company common stock, payable in cash, without interest, as set forth in the Merger Agreement.

"Merger Sub" means Stratos Merger Sub Inc., a Delaware corporation (Delaware File No. 7923841), incorporated on January 8, 2024, which is a wholly owned subsidiary of Parent formed for the sole purpose of effecting the Merger.

"Parent" means Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (EIN: 87-4523190), with its general partner being Solara Fund VI GP LLC, a Delaware limited liability company.

"Rollover Holder" means Pinnacle Growth Ventures LLC, a Delaware limited liability company.

"Rollover Percentage" means sixty percent (60%).

"Rollover Shares" means the number of Company Shares subject to the rollover contribution contemplated by this Agreement, equal to the Rollover Percentage of Rollover Holder's total Company Shares, which equals sixty percent (60%) of 21,367,200 shares, or 12,820,320 shares of Company common stock.

"Rollover Value" means the aggregate value of the Rollover Shares, calculated by multiplying the number of Rollover Shares (12,820,320) by the per-share Merger Consideration ($36.92), which equals approximately Four Hundred Seventy-Three Million Two Hundred Forty-One Thousand Four Hundred Eight Dollars ($473,241,408).

"Surviving Entity" means the Company, as the surviving corporation in the Merger, existing as a wholly owned subsidiary of Parent following the Effective Time.

"Surviving Entity Equity Interests" means the equity interests in the Surviving Entity (or a holding entity designated by Parent in its sole discretion) to be received by Rollover Holder in exchange for the contribution of the Rollover Shares pursuant to Article II of this Agreement.

Section 1.2 — Interpretation.

(a) Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (iv) the terms "Article," "Section," "Schedule," and "Exhibit" refer to the specified Article, Section, Schedule, or Exhibit of or to this Agreement unless otherwise specified; (v) the word "including" means "including without limitation"; and (vi) the word "or" is disjunctive but not exclusive.

(b) Unless otherwise specified herein, all references to currency amounts are to the lawful currency of the United States of America.

(c) References to any contract or agreement (including the Merger Agreement) shall be deemed to include references to such contract or agreement as amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms.

(d) Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement.

(e) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(f) No provision of this Agreement shall be interpreted in favor of, or against, any Party by reason of the extent to which such Party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft of this Agreement.

ARTICLE II

ROLLOVER CONTRIBUTION

Section 2.1 — Agreement to Roll Over.

(a) Rollover Holder hereby irrevocably agrees that, at or immediately prior to the Effective Time, sixty percent (60%) of its Company Shares, constituting 12,820,320 shares of Company common stock (the "Rollover Shares"), shall not be converted into the right to receive the per-share Merger Consideration as would otherwise be payable under the Merger Agreement, but instead shall be contributed, transferred, and conveyed to Parent (or its designee) in exchange for Surviving Entity Equity Interests, on the terms and subject to the conditions set forth in this Agreement.

(b) The Rollover Value shall be approximately Four Hundred Seventy-Three Million Two Hundred Forty-One Thousand Four Hundred Eight Dollars ($473,241,408), calculated as 12,820,320 Rollover Shares multiplied by the per-share Merger Consideration of $36.92. The Parties acknowledge and agree that the Rollover Value is determined solely by reference to the per-share Merger Consideration and that no premium, discount, or other adjustment shall be applied to the valuation of the Rollover Shares for purposes of this Agreement.

(c) The remaining forty percent (40%) of Rollover Holder's Company Shares, constituting 8,546,880 shares of Company common stock (the "Cashed-Out Shares"), shall be converted at the Effective Time into the right to receive the Merger Consideration in cash at approximately $36.92 per share, in accordance with the terms and conditions of the Merger Agreement. Rollover Holder shall be entitled to receive the aggregate cash consideration of approximately Three Hundred Fifteen Million Five Hundred Fifty Thousand Six Hundred Fifty-Six Dollars ($315,550,656) in respect of the Cashed-Out Shares, payable in the manner and at the time specified in the Merger Agreement.

(d) For the avoidance of doubt, the rollover contribution contemplated by this Section 2.1 is an integral part of the transactions contemplated by the Merger Agreement, and the Rollover Shares shall be excluded from the shares of Company common stock that are converted into the right to receive the Merger Consideration at the Effective Time.

Section 2.2 — Contribution Mechanics.

(a) Immediately prior to the Effective Time, Rollover Holder shall contribute, transfer, assign, convey, and deliver to Parent (or its designee) all right, title, and interest in and to the Rollover Shares, free and clear of all liens, encumbrances, pledges, security interests, options, claims, charges, mortgages, hypothecations, restrictions, and encumbrances of any kind whatsoever (collectively, "Liens"), other than restrictions arising under applicable federal and state securities laws. Such contribution and transfer shall be effected by means of book-entry transfer, stock certificate endorsement, stock power, or such other method of transfer as Parent may reasonably direct, through Cascade Corporate Services Inc., the transfer agent for the Company, located at 6201 15th Avenue, Brooklyn, New York 11219, or by such other transfer mechanism as the Parties may mutually agree.

(b) In exchange for the contribution of the Rollover Shares, Parent shall issue to Rollover Holder (or cause to be issued to Rollover Holder) Surviving Entity Equity Interests with an aggregate value equal to the Rollover Value of approximately $473,241,408, as determined at the per-share Merger Consideration price of $36.92. The issuance of such Surviving Entity Equity Interests shall occur simultaneously with or immediately following the contribution of the Rollover Shares and, in all events, in connection with the consummation of the Merger at the Effective Time.

(c) The specific class, type, series, and terms of the Surviving Entity Equity Interests (including, without limitation, the rights, preferences, privileges, and obligations attaching thereto, the vesting terms (if any), the distribution waterfall, the liquidation preference (if any), the anti-dilution protections, the transfer restrictions, the tag-along and drag-along rights, and the governance and information rights) shall be set forth in the limited partnership agreement, limited liability company operating agreement, stockholders' agreement, or other applicable governing instrument of the Surviving Entity (or the parent holding company thereof), which instrument shall be negotiated in good faith by the Parties and agreed upon in writing prior to the Closing. Rollover Holder acknowledges that it has had the opportunity to review and discuss with Parent the anticipated terms of such governing instrument and that the final terms thereof shall be satisfactory to both Parties, each acting reasonably.

(d) Each Party shall cooperate in good faith and use commercially reasonable efforts to effect the contribution and the issuance of the Surviving Entity Equity Interests in a timely and orderly manner, including by executing and delivering all certificates, instruments, powers of attorney, stock transfer forms, and other documents as may be reasonably required to consummate the transactions contemplated by this Section 2.2.

Section 2.3 — Adjustment for Changes in Company Shares.

(a) If, during the period from the date of this Agreement until the Effective Time, the outstanding Company Shares are changed into a different number or class of shares by reason of any stock split, stock dividend, reverse stock split, reclassification, recapitalization, subdivision, combination, exchange of shares, or other similar transaction, then the number of Rollover Shares and the Rollover Value shall be proportionally and equitably adjusted to reflect such change, so as to maintain the economic equivalence of the rollover contribution as contemplated by this Agreement.

(b) For the avoidance of doubt, no adjustment pursuant to this Section 2.3 shall increase or decrease the Rollover Percentage, which shall remain fixed at sixty percent (60%) of Rollover Holder's total Company Shares, as adjusted for any such recapitalization event. Any such adjustment shall be calculated by Parent and delivered in writing to Rollover Holder, and shall be binding upon both Parties absent manifest error.

Section 2.4 — Tax Treatment.

(a) The Parties intend that the contribution of the Rollover Shares by Rollover Holder to Parent (or its designee) in exchange for Surviving Entity Equity Interests shall be treated, for United States federal income tax purposes, as a tax-free contribution under Section 351 of the Internal Revenue Code of 1986, as amended (the "Code"), or, to the extent that the reverse triangular merger effected pursuant to the Merger Agreement qualifies as a reorganization under Section 368(a)(2)(E) of the Code, as part of such tax-free reorganization (and, in either case, as a transaction to which the nonrecognition provisions of the applicable Code sections apply).

(b) In connection with the foregoing, the Parties acknowledge that Leonard Cross of Calderwood & Harkness LLP has prepared a Tax Structuring Memorandum, dated January 19, 2024 (the "Tax Structuring Memorandum"), analyzing the qualification of the Merger, including the rollover contribution, under Section 368 of the Code and the application of Section 351 of the Code with respect to rollover participants, including Rollover Holder. Rollover Holder acknowledges receipt of the Tax Structuring Memorandum and has had the opportunity to review its contents with its own independent tax advisors.

(c) Each Party agrees to file all federal, state, local, and foreign tax returns and reports consistent with the intended tax treatment described in Section 2.4(a), and shall not take any position on any tax return, tax filing, or other document that is inconsistent with such intended tax treatment, unless otherwise required by a change in applicable law enacted after the date hereof or a final determination (within the meaning of Section 1313(a) of the Code) by a taxing authority of competent jurisdiction.

(d) Rollover Holder hereby acknowledges and agrees that neither Parent nor any of its affiliates, representatives, or advisors has provided, or is providing, any tax advice to Rollover Holder with respect to the rollover contribution or the transactions contemplated by this Agreement, and that Rollover Holder has obtained, or has had the full opportunity to obtain, independent tax advice from its own advisors regarding the federal, state, local, and foreign tax consequences of the rollover contribution, including the potential application of Sections 351 and 368 of the Code, the treatment of any boot received, the basis and holding period of the Surviving Entity Equity Interests, and any reporting obligations arising therefrom.

Section 2.5 — Withholding.

(a) Parent (or its designee, the Surviving Entity, or the paying agent under the Merger Agreement) shall be entitled to deduct and withhold from any amounts otherwise payable to Rollover Holder pursuant to this Agreement, the Merger Agreement, or any related transaction document, such amounts as may be required to be deducted and withheld under the Code, the Treasury Regulations promulgated thereunder, or any applicable provision of federal, state, local, or foreign tax law (including, without limitation, any amounts required to be withheld under Sections 1441, 1442, 1445, 1446, or 3406 of the Code or the regulations promulgated thereunder).

(b) The Parties acknowledge that an analysis of potential backup withholding obligations under Section 3406 of the Code, withholding under the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA") pursuant to Section 1445 of the Code, and nonresident alien withholding pursuant to Sections 1441 and 1442 of the Code has been prepared in connection with the transactions contemplated by the Merger Agreement. Rollover Holder represents that it is a United States person within the meaning of Section 7701(a)(30) of the Code and that, accordingly, FIRPTA withholding and NRA withholding should not apply to amounts paid to Rollover Holder hereunder.

(c) Rollover Holder shall deliver to Parent (or its designee) a properly completed and duly executed Internal Revenue Service Form W-9 (or, if applicable, the appropriate IRS Form W-8BEN-E or other applicable IRS Form W-8 series form) no later than five (5) business days prior to the Closing Date, or at such earlier time as Parent may reasonably request. To the extent that any amounts are so withheld and remitted to the appropriate taxing authority, such amounts shall be treated for all purposes of this Agreement as having been paid to Rollover Holder.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF ROLLOVER HOLDER

Rollover Holder hereby represents and warrants to Parent as of the date hereof and as of the Closing Date as follows:

Section 3.1 — Organization and Authority.

Pinnacle Growth Ventures LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Rollover Holder has full limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Rollover Holder, and the performance by Rollover Holder of its obligations hereunder, have been duly authorized by all necessary action on the part of Rollover Holder, including the approval of its Managing Member, Evelyn Carmichael, and no other limited liability company proceedings on the part of Rollover Holder are necessary to authorize the execution, delivery, and performance of this Agreement or the consummation of the transactions contemplated hereby.

Section 3.2 — Binding Agreement.

This Agreement has been duly executed and delivered by Rollover Holder and constitutes the legal, valid, and binding obligation of Rollover Holder, enforceable against Rollover Holder in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors' rights generally, and (b) general equitable principles (whether considered in a proceeding in equity or at law), including the possible unavailability of specific performance, injunctive relief, or other equitable remedies.

Section 3.3 — Ownership of Company Shares.

(a) Rollover Holder is the sole record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of 21,367,200 shares of common stock of the Company, representing approximately 11.6% of the 184,200,000 shares of Company common stock issued and outstanding as of the date hereof. Such Company Shares constitute all of the equity securities of the Company owned, directly or indirectly, by Rollover Holder.

(b) Such Company Shares are owned by Rollover Holder free and clear of all Liens, including, without limitation, all liens, encumbrances, pledges, security interests, options, proxies, voting trusts, voting agreements (other than the Voting/Support Agreement, dated as of January 22, 2024, by and between Rollover Holder and Parent (the "Voting/Support Agreement")), claims, charges, mortgages, hypothecations, easements, rights of first refusal, preemptive rights, community property interests, and restrictions of any kind or nature whatsoever, except for restrictions imposed by applicable federal and state securities laws.

(c) Rollover Holder does not own, directly or indirectly, any equity securities of the Company other than the 21,367,200 Company Shares described in Section 3.3(a) above, and does not have any rights, options, warrants, or other agreements to acquire any additional equity securities of the Company, other than as may be set forth in any existing agreements that have been disclosed in writing to Parent prior to the date hereof.

Section 3.4 — No Conflicts.

The execution, delivery, and performance by Rollover Holder of this Agreement, and the consummation by Rollover Holder of the transactions contemplated hereby, do not and will not (a) conflict with, violate, or result in a breach of any provision of the certificate of formation, limited liability company agreement, or other organizational documents of Rollover Holder, (b) conflict with, violate, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination, modification, acceleration, or cancellation of, or give rise to any right of termination, modification, acceleration, or cancellation under, any contract, agreement, indenture, mortgage, lease, license, permit, instrument, or other obligation to which Rollover Holder is a party or by which Rollover Holder or any of its properties or assets is bound, (c) result in the creation or imposition of any Lien upon the Company Shares, or (d) violate any applicable law, rule, regulation, order, judgment, injunction, or decree of any court or governmental authority applicable to Rollover Holder or any of its properties or assets. No consent, approval, authorization, order, license, permit, or filing of or with any governmental authority or any other person or entity is required on the part of Rollover Holder in connection with the execution, delivery, and performance by Rollover Holder of this Agreement or the consummation of the transactions contemplated hereby, other than any filings required under the Securities Exchange Act of 1934, as amended, or any applicable state securities or "blue sky" laws.

Section 3.5 — Litigation.

There is no action, suit, proceeding, claim, arbitration, mediation, or investigation pending or, to the knowledge of Rollover Holder (after reasonable inquiry), threatened against or affecting Rollover Holder, at law or in equity, before or by any court, governmental authority, or arbitrator, that (a) challenges or seeks to prevent, enjoin, alter, or materially delay the consummation of the transactions contemplated by this Agreement or (b) would reasonably be expected to impair or delay the ability of Rollover Holder to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

Section 3.6 — Investment Representations.

(a) Rollover Holder is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act").

(b) Rollover Holder is acquiring the Surviving Entity Equity Interests for its own account, for investment purposes only, and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any applicable state securities laws. Rollover Holder does not presently have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or otherwise dispose of any of the Surviving Entity Equity Interests to any person.

(c) Rollover Holder understands and acknowledges that the Surviving Entity Equity Interests have not been and will not be registered under the Securities Act or under any state securities laws. Rollover Holder understands that the Surviving Entity Equity Interests are "restricted securities" as defined in Rule 144 promulgated under the Securities Act and that, accordingly, the Surviving Entity Equity Interests may not be sold, transferred, offered for sale, pledged, hypothecated, or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws.

(d) Rollover Holder has such knowledge, sophistication, and experience in financial and business matters generally, and in investments of the type contemplated by this Agreement particularly, as to be capable of evaluating the merits and risks of the prospective investment in the Surviving Entity Equity Interests. Rollover Holder is able to bear the economic risk of an investment in the Surviving Entity Equity Interests for an indefinite period and to afford a complete loss of such investment.

(e) Rollover Holder has been afforded the opportunity to ask questions of and receive answers from representatives of Parent and the Company concerning the Surviving Entity, Parent, the Merger, the Company's business, operations, financial condition, and prospects, and the terms and conditions of the Surviving Entity Equity Interests, and has received all information that Rollover Holder has requested and that Rollover Holder considers necessary or appropriate for deciding whether to consummate the rollover contribution contemplated by this Agreement.

Section 3.7 — No Reliance.

Rollover Holder acknowledges and agrees that it has conducted its own independent investigation, review, and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology, and prospects of the Company, the Merger, and the Surviving Entity. In making its decision to enter into this Agreement and to consummate the rollover contribution contemplated hereby, Rollover Holder has relied solely upon its own investigation and analysis and the representations and warranties expressly set forth in this Agreement. Rollover Holder acknowledges that neither Parent nor any of its affiliates, officers, directors, employees, agents, advisors, or representatives has made, and Rollover Holder is not relying on, any representation, warranty, or other statement of any kind, whether express or implied (including any representation or warranty relating to the future revenue, profitability, or success of the Company, the Surviving Entity, or the transactions contemplated by the Merger Agreement), other than those expressly set forth in Article IV of this Agreement.

Section 3.8 — No Broker.

No broker, finder, investment banker, financial advisor, or other person is entitled to any brokerage, finder's, financial advisory, or similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Rollover Holder. Rollover Holder shall indemnify and hold harmless Parent and its affiliates from and against any claim or liability arising from any such fee or commission asserted by any person claiming to have acted on behalf of Rollover Holder.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT

Parent hereby represents and warrants to Rollover Holder as of the date hereof and as of the Closing Date as follows:

Section 4.1 — Organization and Authority.

Solara Digital Infrastructure Fund VI LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Its sole general partner is Solara Fund VI GP LLC, a Delaware limited liability company, which is duly organized, validly existing, and in good standing under the laws of the State of Delaware. Parent has full partnership power and authority to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent, and the performance by Parent of its obligations hereunder, have been duly authorized by all necessary action on the part of Parent, including the approval of its general partner, and no other partnership or limited liability company proceedings on the part of Parent or its general partner are necessary to authorize the execution, delivery, and performance of this Agreement or the consummation of the transactions contemplated hereby.

Section 4.2 — Binding Agreement.

This Agreement has been duly executed and delivered by Parent and constitutes the legal, valid, and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors' rights generally, and (b) general equitable principles (whether considered in a proceeding in equity or at law), including the possible unavailability of specific performance, injunctive relief, or other equitable remedies.

Section 4.3 — No Conflicts.

The execution, delivery, and performance by Parent of this Agreement, and the consummation by Parent of the transactions contemplated hereby, do not and will not (a) conflict with, violate, or result in a breach of any provision of the certificate of limited partnership, limited partnership agreement, or other organizational documents of Parent or its general partner, (b) conflict with, violate, or result in a breach of, or constitute a default under, any contract, agreement, instrument, or obligation to which Parent is a party or by which Parent or any of its properties or assets is bound, or (c) violate any applicable law, rule, regulation, order, judgment, injunction, or decree applicable to Parent or any of its properties or assets. No consent, approval, authorization, or filing of or with any governmental authority or third party is required on the part of Parent in connection with the execution, delivery, and performance of this Agreement or the consummation of the transactions contemplated hereby, other than any filings required under applicable securities laws.

Section 4.4 — Issuance of Surviving Entity Equity Interests.

The Surviving Entity Equity Interests, when issued and delivered to Rollover Holder in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid (to the extent applicable), and non-assessable (to the extent such concept is applicable under the governing law of the issuing entity), and will be free and clear of all Liens, other than (a) restrictions arising under the Securities Act and applicable state securities laws, and (b) restrictions set forth in the limited partnership agreement, operating agreement, stockholders' agreement, or other governing documents of the issuing entity. Parent shall take, or cause to be taken, all actions necessary to ensure that a sufficient number of Surviving Entity Equity Interests are authorized and reserved for issuance to Rollover Holder at the Effective Time in accordance with the terms of this Agreement.

ARTICLE V

COVENANTS

Section 5.1 — Transfer Restrictions (Pre-Closing).

(a) From the date of this Agreement until the earlier of (i) the Effective Time or (ii) the valid termination of this Agreement in accordance with Article VII hereof, Rollover Holder shall not, directly or indirectly, (A) sell, transfer, assign, pledge, hypothecate, encumber, tender, gift, grant a participation interest in, or otherwise dispose of (whether by merger, consolidation, operation of law, or otherwise) (collectively, "Transfer"), any of its 21,367,200 Company Shares (including both the Rollover Shares and the Cashed-Out Shares), or any interest therein, (B) enter into any contract, agreement, option, arrangement, or understanding with respect to, or consent to, a Transfer of any Company Shares or any interest therein, (C) grant any proxy, power of attorney, or other authorization in or with respect to the voting of any Company Shares (other than as contemplated by the Voting/Support Agreement), or (D) deposit any Company Shares into a voting trust or enter into a voting agreement or arrangement with respect to any Company Shares (other than as contemplated by the Voting/Support Agreement).

(b) Notwithstanding the foregoing, Rollover Holder may Transfer Company Shares to a wholly owned affiliate of Rollover Holder; provided, that (i) the transferee executes and delivers to Parent a joinder agreement in substantially the form attached hereto as Exhibit A, pursuant to which such transferee agrees to be bound by all of the terms, conditions, representations, warranties, and covenants of this Agreement as if it were the Rollover Holder hereunder, and (ii) such Transfer shall not relieve Rollover Holder of its obligations under this Agreement.

Section 5.2 — No Inconsistent Agreements.

(a) Rollover Holder shall not, at any time prior to the termination of this Agreement, enter into any agreement, arrangement, understanding, or commitment (whether written or oral, formal or informal) that is inconsistent with, or that would prevent, delay, interfere with, hinder, or impair, the performance by Rollover Holder of its obligations under this Agreement or the consummation of the transactions contemplated hereby.

(b) Rollover Holder acknowledges and confirms that, concurrently with the execution and delivery of this Agreement, Rollover Holder has executed and delivered the Voting/Support Agreement, dated as of January 22, 2024, pursuant to which Rollover Holder has committed, among other things, to vote all 21,367,200 of its Company Shares in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, subject to the terms and conditions of the Voting/Support Agreement. Rollover Holder represents that the obligations of Rollover Holder under this Agreement are not inconsistent with the obligations of Rollover Holder under the Voting/Support Agreement.

Section 5.3 — Tax Compliance.

(a) Rollover Holder shall cooperate fully and in a timely manner with Parent, the Company, and their respective advisors in connection with any tax filings, tax elections, tax determinations, and tax-related documentation related to the rollover contribution contemplated by this Agreement, including by providing such information, documentation, and certifications as may be reasonably requested by Parent.

(b) Without limiting the generality of the foregoing, Rollover Holder shall deliver to Parent (or its designee) a properly completed and duly executed Internal Revenue Service Form W-9 (or, if applicable, the appropriate IRS Form W-8BEN-E or other applicable IRS Form W-8 series form) no later than five (5) business days prior to the Closing Date, or at such earlier time as Parent may reasonably request. For the avoidance of doubt, the collection and tracking of IRS Form W-9 and W-8BEN-E submissions from rollover participants and other equity holders is being managed by Calderwood & Harkness LLP on behalf of Parent, and Rollover Holder shall direct any questions regarding such forms to Calderwood & Harkness LLP or to Parent's tax advisor.

(c) Rollover Holder shall not take any action, or fail to take any action, that would reasonably be expected to cause the rollover contribution to fail to qualify for the intended tax treatment described in Section 2.4 of this Agreement.

Section 5.4 — Further Assurances.

Each Party shall, at any time and from time to time after the date hereof, upon the reasonable request of the other Party, execute and deliver, or cause to be executed and delivered, such additional instruments, documents, conveyances, assignments, stock powers, certificates, and assurances, and take such further actions, as may be reasonably necessary or desirable to effectuate the rollover contribution, the issuance of the Surviving Entity Equity Interests, and the other transactions contemplated by this Agreement, and to carry out the purposes and intent of this Agreement.

Section 5.5 — Confidentiality.

(a) Each Party acknowledges and agrees that the terms and conditions of this Agreement, and all information exchanged between the Parties in connection herewith (including any financial, business, or tax information relating to Parent, the Company, or the Surviving Entity), are confidential and shall not be disclosed by either Party to any person or entity, except (i) as required by applicable law, regulation, or governmental order, (ii) as required or permitted by the Merger Agreement (including in connection with the preparation and filing of the proxy statement, the Schedule 13E-3, and any other filings with the U.S. Securities and Exchange Commission), (iii) as required in connection with any Form 8-K or other filing required to be made with the U.S. Securities and Exchange Commission, (iv) to such Party's officers, directors, members, partners, employees, advisors, attorneys, accountants, and other representatives who have a need to know such information and who are bound by obligations of confidentiality, or (v) with the prior written consent of the other Party.

(b) The obligations of confidentiality set forth in this Section 5.5 shall survive any termination of this Agreement.

Section 5.6 — Notification of Certain Matters.

Rollover Holder shall promptly notify Parent in writing of any event, circumstance, development, condition, or occurrence that has occurred or is reasonably expected to occur and that (a) would or could reasonably be expected to prevent or materially delay the consummation of the rollover contribution or the performance by Rollover Holder of any of its obligations under this Agreement, (b) would or could reasonably be expected to cause any of the representations and warranties of Rollover Holder set forth in Article III to become untrue or inaccurate in any material respect, or (c) would constitute or result in a breach of any covenant or agreement of Rollover Holder under this Agreement. The delivery of any notice pursuant to this Section 5.6 shall not limit or affect the rights and remedies available to Parent under this Agreement or the Merger Agreement.

ARTICLE VI

CONDITIONS TO ROLLOVER

Section 6.1 — Conditions to Obligations of Both Parties.

The respective obligations of each Party to consummate the rollover contribution contemplated by Article II of this Agreement shall be subject to the satisfaction (or, to the extent permitted by applicable law, waiver by the Party entitled to the benefit thereof) of each of the following conditions:

(a) Closing of the Merger. The Closing under the Merger Agreement shall occur simultaneously with or immediately after the rollover contribution contemplated hereby, and all conditions to the Closing set forth in Article VII of the Merger Agreement shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, provided that such conditions shall be capable of being satisfied at such time).

(b) Regulatory Approvals. Without limiting the generality of Section 6.1(a), the Parties acknowledge that the following regulatory conditions to Closing under the Merger Agreement have been satisfied: (i) the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired or been terminated (HSR clearance was obtained on March 11, 2024); (ii) the United Kingdom Competition and Markets Authority has granted Phase 1 unconditional clearance of the Merger (CMA clearance was obtained on April 3, 2024); and (iii) the stockholders of the Company have duly adopted and approved the Merger Agreement and the transactions contemplated thereby at a special meeting of stockholders held on May 20, 2024, at which approximately 82.4% of the outstanding shares voted in favor of such adoption and approval.

Section 6.2 — Conditions to Obligations of Parent.

The obligation of Parent to consummate the rollover contribution and to issue the Surviving Entity Equity Interests to Rollover Holder shall be subject to the satisfaction (or waiver by Parent) of each of the following additional conditions:

(a) Accuracy of Representations and Warranties. Each of the representations and warranties of Rollover Holder set forth in Article III of this Agreement shall be true and correct in all material respects (or, with respect to representations and warranties qualified by materiality or "Material Adverse Effect," in all respects) as of the date hereof and as of the Closing Date with the same effect as though made as of the Closing Date (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects (or in all respects, as applicable) as of such specified date).

(b) Performance of Covenants. Rollover Holder shall have performed and complied with, in all material respects, all covenants and agreements required to be performed or complied with by it under this Agreement on or prior to the Closing Date.

(c) Delivery of Rollover Shares. Rollover Holder shall have contributed, transferred, assigned, and delivered to Parent (or its designee) all right, title, and interest in and to the Rollover Shares, free and clear of all Liens (other than restrictions arising under applicable securities laws), in the manner contemplated by Section 2.2 of this Agreement.

(d) Delivery of IRS Form W-9. Rollover Holder shall have delivered to Parent (or its designee) a properly completed and duly executed IRS Form W-9 (or applicable IRS Form W-8BEN-E).

Section 6.3 — Conditions to Obligations of Rollover Holder.

The obligation of Rollover Holder to consummate the rollover contribution and to contribute the Rollover Shares shall be subject to the satisfaction (or waiver by Rollover Holder) of each of the following additional conditions:

(a) Accuracy of Representations and Warranties. Each of the representations and warranties of Parent set forth in Article IV of this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date with the same effect as though made as of the Closing Date (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such specified date).

(b) Performance of Covenants. Parent shall have performed and complied with, in all material respects, all covenants and agreements required to be performed or complied with by it under this Agreement on or prior to the Closing Date.

(c) Issuance of Surviving Entity Equity Interests. Parent shall be ready, willing, and able to issue (or to cause to be issued) to Rollover Holder the Surviving Entity Equity Interests in accordance with Section 2.2 of this Agreement, with an aggregate value equal to the Rollover Value, and shall have taken all corporate, partnership, or limited liability company action necessary to authorize such issuance.

ARTICLE VII

TERMINATION

Section 7.1 — Termination Events.

This Agreement shall automatically terminate, without any further action by either Party, upon the earliest to occur of the following:

(a) the Effective Time (at which point the rollover contribution contemplated by Article II shall have been consummated and this Agreement shall be of no further force or effect, except for those provisions that by their express terms survive the Effective Time, including Section 5.5 (Confidentiality) and Article VIII (Miscellaneous));

(b) the valid termination of the Merger Agreement in accordance with its terms (including, without limitation, the termination of the Merger Agreement for failure to consummate the Closing by the outside date of June 30, 2024, as such date may be extended in accordance with the Merger Agreement); or

Section 7.2 — Effect of Termination.

(a) Upon the termination of this Agreement pursuant to Section 7.1, this Agreement shall become void and of no further force or effect, and neither Party shall have any further obligation, liability, or responsibility to the other Party hereunder; provided, however, that (i) such termination shall not relieve any Party of liability for any willful and material breach of any representation, warranty, covenant, or agreement set forth in this Agreement that occurred prior to such termination, and (ii) the remedies available to a non-breaching Party under applicable law for any such willful and material breach shall survive the termination of this Agreement.

(b) Notwithstanding anything to the contrary in this Section 7.2, the following provisions shall survive any termination of this Agreement and shall continue in full force and effect: Section 5.5 (Confidentiality), this Section 7.2 (Effect of Termination), and Article VIII (Miscellaneous).

ARTICLE VIII

MISCELLANEOUS

Section 8.1 — Notices.

All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when transmitted by facsimile (with written confirmation of receipt), (c) on the business day after deposit with a nationally recognized overnight courier service for next business day delivery, or (d) on the third business day after mailing by certified or registered mail, return receipt requested, postage prepaid, in each case addressed as follows (or to such other address as a Party may designate by notice given in accordance with this Section 8.1):

If to Parent:

Solara Digital Infrastructure Fund VI LP c/o Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, Delaware 19801

Attention: Marcus Elliston, Founder & Managing Partner

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022

Attention: Harrison Wexford

If to Rollover Holder:

Pinnacle Growth Ventures LLC 777 Third Avenue, 28th Floor New York, New York 10017

Attention: Evelyn Carmichael, Managing Member

with a copy (which shall not constitute notice) to:

Ridgeway Phelps & Sato LLP 375 Park Avenue New York, New York 10152

Attention: Catherine Answorth

(or such other counsel as Rollover Holder may designate in writing from time to time)

Section 8.2 — Entire Agreement.

This Agreement, together with the Merger Agreement, the Voting/Support Agreement, the Equity Commitment Letter, and the other transaction documents referred to herein and therein (including the schedules and exhibits hereto and thereto), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, and agreements (whether written or oral) relating to such subject matter. There are no representations, warranties, covenants, or agreements between the Parties with respect to the subject matter hereof other than those expressly set forth or referred to herein.

Section 8.3 — Amendment and Waiver.

(a) This Agreement may be amended, supplemented, or otherwise modified only by a written instrument duly executed by both Parent and Rollover Holder. No amendment shall be effective unless it specifically references this Agreement and is signed by each Party hereto.

(b) No waiver of any provision of this Agreement, or of any right or remedy hereunder, shall be effective unless made in writing and signed by the Party against whom such waiver is sought to be enforced. No waiver of any provision, right, or remedy shall be construed as a waiver of any other provision, right, or remedy, nor shall any single or partial exercise of any right, power, or remedy preclude the further exercise thereof or the exercise of any other right, power, or remedy. The rights and remedies provided herein are cumulative and are not exclusive of any rights or remedies provided by law.

Section 8.4 — Governing Law.

This Agreement, and all claims, causes of action, or disputes (whether in contract, tort, or otherwise) that may be based upon, arise out of, or relate to this Agreement or the negotiation, execution, or performance of this Agreement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 8.5 — Jurisdiction and Venue.

(a) Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware declines to accept jurisdiction, the United States District Court for the District of Delaware) in connection with any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each Party agrees not to commence any action, suit, or proceeding relating thereto except in such courts.

(b) Each Party irrevocably and unconditionally consents to the personal jurisdiction of the courts identified in Section 8.5(a) with respect to any action, suit, or proceeding arising out of or relating to this Agreement. Each Party irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any action, suit, or proceeding arising out of or relating to this Agreement: (i) any claim that it is not personally subject to the jurisdiction of the courts identified in Section 8.5(a) for any reason; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment, or otherwise); and (iii) to the fullest extent permitted by law, any claim that (A) the action, suit, or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such action, suit, or proceeding is improper, or (C) this Agreement or the subject matter hereof may not be enforced in or by such courts.

Section 8.6 — Waiver of Jury Trial.

EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.6.

Section 8.7 — Successors and Assigns.

This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other Party; provided, however, that Parent may, without the consent of Rollover Holder, assign all or any portion of its rights and obligations under this Agreement to one or more affiliates of Parent, so long as such assignee agrees in writing to be bound by and to assume all of Parent's obligations under this Agreement and such assignment does not relieve Parent of its obligations hereunder. Any purported assignment in violation of this Section 8.7 shall be void and of no force or effect.

Section 8.8 — No Third-Party Beneficiaries.

(a) Except as expressly provided in Section 8.8(b), nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the Parties (and their respective successors and permitted assigns) any right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement, and no person or entity other than the Parties shall have standing to enforce any provision of this Agreement.

(b) Notwithstanding the foregoing, Calderwood & Harkness LLP, Meridian Atlantic Bank, N.A., and the lenders (and their respective successors and assigns) under the Debt Commitment Letter, dated as of January 22, 2024, delivered in connection with the Merger Agreement, shall be express third-party beneficiaries of this Agreement solely to the extent that their respective interests are implicated by the funding mechanics, timing, and conditions of the rollover contribution contemplated hereby, and each such third-party beneficiary shall have the right to enforce such provisions for its own benefit; provided, that in no event shall such limited third-party beneficiary status expand the obligations of Rollover Holder or Parent beyond those expressly set forth in this Agreement.

Section 8.9 — Severability.

If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, and the remaining provisions shall remain in full force and effect. Upon such determination that any provision (or any portion thereof) is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner so that the transactions contemplated by this Agreement may be consummated as originally contemplated to the greatest extent possible.

Section 8.10 — Specific Performance.

(a) The Parties acknowledge and agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled to an injunction or injunctions, specific performance, or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which such Party may be entitled at law or in equity.

(b) Each Party hereby waives (i) any defense in any action for specific performance that a remedy at law would be adequate and (ii) any requirement under any law to post security or a bond as a prerequisite to obtaining equitable relief.

Section 8.11 — Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, portable document format (.pdf), or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 8.12 — Expenses.

(a) Except as otherwise expressly provided herein or in the Merger Agreement, each Party shall bear and pay its own costs and expenses (including attorneys' fees, accountants' fees, financial advisors' fees, and other out-of-pocket expenses) incurred in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby.

(b) For the avoidance of doubt, and without limiting the generality of the foregoing, the Parties acknowledge that, as part of the overall transaction expenses associated with the Merger (which are estimated at approximately One Hundred Eighty-Five Million Dollars ($185,000,000) in the aggregate), Solara Digital Infrastructure Fund VI LP (or its affiliates) is bearing the cost of (i) the representations and warranties insurance premium in the amount of Thirteen Million Six Hundred Thousand Dollars ($13,600,000), and (ii) the financial advisory fee payable to Peregrine Advisory Group LLC in the amount of Six Hundred Eighty Thousand Dollars ($680,000), each of which shall be allocated and paid in accordance with the terms of the Merger Agreement and the applicable engagement letters, and neither of which shall be borne by, or allocated to, Rollover Holder except to the extent that Rollover Holder's pro rata share of such expenses is reflected in the post-Closing capitalization of the Surviving Entity.

Section 8.13 — Relationship of

ROLLOVER AGREEMENT
Execution Version
January 22, 2024
This ROLLOVER AGREEMENT (this "Agreement") is entered into as of January 22, 2024, by and between:
(1) SOLARA DIGITAL INFRASTRUCTURE FUND VI LP, a Delaware limited partnership ("Parent"); and
(2) PINNACLE GROWTH VENTURES LLC, a Delaware limited liability company ("Rollover Holder").
Parent and Rollover Holder are each referred to herein as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Parent, Stratos Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521) (the "Company"), have entered into that certain Agreement and Plan of Merger, dated as of January 22, 2024 (as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), pursuant to which, among other things, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent, in a reverse triangular merger governed by the Delaware General Corporation Law. Pursuant to the Merger Agreement, at the Effective Time, each outstanding share of common stock of the Company (other than shares held by the Company or any of its wholly owned subsidiaries, shares held by Parent or Merger Sub, Dissenting Shares (as defined in the Merger Agreement), and Rollover Shares (as defined herein)) shall be converted into the right to receive per-share merger consideration of approximately Thirty-Six Dollars and Ninety-Two Cents ($36.92) per share in cash, without interest (subject to rollover elections as contemplated hereby), representing an aggregate equity deal value of approximately Six Billion Eight Hundred Million Dollars ($6,800,000,000);
WHEREAS, Rollover Holder is a Delaware limited liability company, headquartered at 777 Third Avenue, 28th Floor, New York, New York 10017, managed by its Managing Member, Evelyn Carmichael. Rollover Holder currently is the record and beneficial owner of 21,367,200 shares of common stock of the Company, representing approximately 11.6% of the 184,200,000 shares of Company common stock issued and outstanding as of the date hereof. Rollover Holder is a growth equity firm that originally invested in the Company as a Series B investor and has since maintained a significant equity position in the Company, including participation in subsequent financing rounds, and currently holds two (2) seats on the board of directors of the Company;
WHEREAS, in connection with the Merger and the other transactions contemplated by the Merger Agreement, Rollover Holder desires to contribute and roll over a portion of its Company Shares (as defined herein) into equity interests in the Surviving Entity (or a parent entity thereof), rather than receiving the per-share Merger Consideration in cash for such portion of its shares, in order to facilitate the consummation of the transactions contemplated by the Merger Agreement and to maintain an ongoing equity interest in the business of the Company following the Closing; and
WHEREAS, the execution and delivery of this Rollover Agreement by Rollover Holder is a condition to, and an inducement for, Parent's willingness to enter into the Merger Agreement and to consummate the Merger and the other transactions contemplated thereby. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 — Defined Terms.
As used in this Agreement, the following terms shall have the meanings set forth below:
"Cashed-Out Shares" means the remaining forty percent (40%) of Rollover Holder's Company Shares that are not Rollover Shares, equal to 8,546,880 shares of Company common stock, which shares shall be converted at the Effective Time into the right to receive the Merger Consideration in cash at approximately $36.92 per share, in accordance with the terms and conditions of the Merger Agreement.
"Closing" means the closing of the Merger as defined in Section 2.3 of the Merger Agreement, which shall occur on the Closing Date.
"Closing Date" means the date on which the Closing occurs. For purposes of this Agreement, the Parties acknowledge that the Closing occurred on July 9, 2024, with the Certificate of Merger filed with the Secretary of State of the State of Delaware at 11:59 PM Eastern Time on such date.
"Company" means Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521), with its ordinary shares listed on the Nasdaq Global Select Market under the ticker symbol "CLDM."
"Company Shares" means shares of common stock of the Company, par value $0.01 per share.
"Effective Time" means the effective time of the Merger as set forth in the Certificate of Merger filed with the Secretary of State of the State of Delaware, which time was 11:59 PM Eastern Time on the Closing Date.
"Equity Commitment Letter" means that certain Equity Commitment Letter, dated as of January 22, 2024, from Parent to Merger Sub, pursuant to which Parent has committed to contribute cash equity in the aggregate amount of Two Billion Eight Hundred Thirty-Two Million Eight Hundred Eighty-Eight Thousand Ninety-Six Dollars ($2,832,888,096) to fund a portion of the Merger Consideration, on the terms and subject to the conditions set forth therein.
"Merger" means the merger of Merger Sub with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent, on the terms and subject to the conditions set forth in the Merger Agreement.
"Merger Agreement" has the meaning set forth in the Recitals to this Agreement.
"Merger Consideration" means approximately Thirty-Six Dollars and Ninety-Two Cents ($36.92) per share of Company common stock, payable in cash, without interest, as set forth in the Merger Agreement.
"Merger Sub" means Stratos Merger Sub Inc., a Delaware corporation (Delaware File No. 7923841), incorporated on January 8, 2024, which is a wholly owned subsidiary of Parent formed for the sole purpose of effecting the Merger.
"Parent" means Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (EIN: 87-4523190), with its general partner being Solara Fund VI GP LLC, a Delaware limited liability company.
"Rollover Holder" means Pinnacle Growth Ventures LLC, a Delaware limited liability company.
"Rollover Percentage" means sixty percent (60%).
"Rollover Shares" means the number of Company Shares subject to the rollover contribution contemplated by this Agreement, equal to the Rollover Percentage of Rollover Holder's total Company Shares, which equals sixty percent (60%) of 21,367,200 shares, or 12,820,320 shares of Company common stock.
"Rollover Value" means the aggregate value of the Rollover Shares, calculated by multiplying the number of Rollover Shares (12,820,320) by the per-share Merger Consideration ($36.92), which equals approximately Four Hundred Seventy-Three Million Two Hundred Forty-One Thousand Four Hundred Eight Dollars ($473,241,408).
"Surviving Entity" means the Company, as the surviving corporation in the Merger, existing as a wholly owned subsidiary of Parent following the Effective Time.
"Surviving Entity Equity Interests" means the equity interests in the Surviving Entity (or a holding entity designated by Parent in its sole discretion) to be received by Rollover Holder in exchange for the contribution of the Rollover Shares pursuant to Article II of this Agreement.
Section 1.2 — Interpretation.
(a) Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (iv) the terms "Article," "Section," "Schedule," and "Exhibit" refer to the specified Article, Section, Schedule, or Exhibit of or to this Agreement unless otherwise specified; (v) the word "including" means "including without limitation"; and (vi) the word "or" is disjunctive but not exclusive.
(b) Unless otherwise specified herein, all references to currency amounts are to the lawful currency of the United States of America.
(c) References to any contract or agreement (including the Merger Agreement) shall be deemed to include references to such contract or agreement as amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms.
(d) Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement.
(e) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(f) No provision of this Agreement shall be interpreted in favor of, or against, any Party by reason of the extent to which such Party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft of this Agreement.
ARTICLE II
ROLLOVER CONTRIBUTION
Section 2.1 — Agreement to Roll Over.
(a) Rollover Holder hereby irrevocably agrees that, at or immediately prior to the Effective Time, sixty percent (60%) of its Company Shares, constituting 12,820,320 shares of Company common stock (the "Rollover Shares"), shall not be converted into the right to receive the per-share Merger Consideration as would otherwise be payable under the Merger Agreement, but instead shall be contributed, transferred, and conveyed to Parent (or its designee) in exchange for Surviving Entity Equity Interests, on the terms and subject to the conditions set forth in this Agreement.
(b) The Rollover Value shall be approximately Four Hundred Seventy-Three Million Two Hundred Forty-One Thousand Four Hundred Eight Dollars ($473,241,408), calculated as 12,820,320 Rollover Shares multiplied by the per-share Merger Consideration of $36.92. The Parties acknowledge and agree that the Rollover Value is determined solely by reference to the per-share Merger Consideration and that no premium, discount, or other adjustment shall be applied to the valuation of the Rollover Shares for purposes of this Agreement.
(c) The remaining forty percent (40%) of Rollover Holder's Company Shares, constituting 8,546,880 shares of Company common stock (the "Cashed-Out Shares"), shall be converted at the Effective Time into the right to receive the Merger Consideration in cash at approximately $36.92 per share, in accordance with the terms and conditions of the Merger Agreement. Rollover Holder shall be entitled to receive the aggregate cash consideration of approximately Three Hundred Fifteen Million Five Hundred Fifty Thousand Six Hundred Fifty-Six Dollars ($315,550,656) in respect of the Cashed-Out Shares, payable in the manner and at the time specified in the Merger Agreement.
(d) For the avoidance of doubt, the rollover contribution contemplated by this Section 2.1 is an integral part of the transactions contemplated by the Merger Agreement, and the Rollover Shares shall be excluded from the shares of Company common stock that are converted into the right to receive the Merger Consideration at the Effective Time.
Section 2.2 — Contribution Mechanics.
(a) Immediately prior to the Effective Time, Rollover Holder shall contribute, transfer, assign, convey, and deliver to Parent (or its designee) all right, title, and interest in and to the Rollover Shares, free and clear of all liens, encumbrances, pledges, security interests, options, claims, charges, mortgages, hypothecations, restrictions, and encumbrances of any kind whatsoever (collectively, "Liens"), other than restrictions arising under applicable federal and state securities laws. Such contribution and transfer shall be effected by means of book-entry transfer, stock certificate endorsement, stock power, or such other method of transfer as Parent may reasonably direct, through Cascade Corporate Services Inc., the transfer agent for the Company, located at 6201 15th Avenue, Brooklyn, New York 11219, or by such other transfer mechanism as the Parties may mutually agree.
(b) In exchange for the contribution of the Rollover Shares, Parent shall issue to Rollover Holder (or cause to be issued to Rollover Holder) Surviving Entity Equity Interests with an aggregate value equal to the Rollover Value of approximately $473,241,408, as determined at the per-share Merger Consideration price of $36.92. The issuance of such Surviving Entity Equity Interests shall occur simultaneously with or immediately following the contribution of the Rollover Shares and, in all events, in connection with the consummation of the Merger at the Effective Time.
(c) The specific class, type, series, and terms of the Surviving Entity Equity Interests (including, without limitation, the rights, preferences, privileges, and obligations attaching thereto, the vesting terms (if any), the distribution waterfall, the liquidation preference (if any), the anti-dilution protections, the transfer restrictions, the tag-along and drag-along rights, and the governance and information rights) shall be set forth in the limited partnership agreement, limited liability company operating agreement, stockholders' agreement, or other applicable governing instrument of the Surviving Entity (or the parent holding company thereof), which instrument shall be negotiated in good faith by the Parties and agreed upon in writing prior to the Closing. Rollover Holder acknowledges that it has had the opportunity to review and discuss with Parent the anticipated terms of such governing instrument and that the final terms thereof shall be satisfactory to both Parties, each acting reasonably.
(d) Each Party shall cooperate in good faith and use commercially reasonable efforts to effect the contribution and the issuance of the Surviving Entity Equity Interests in a timely and orderly manner, including by executing and delivering all certificates, instruments, powers of attorney, stock transfer forms, and other documents as may be reasonably required to consummate the transactions contemplated by this Section 2.2.
Section 2.3 — Adjustment for Changes in Company Shares.
(a) If, during the period from the date of this Agreement until the Effective Time, the outstanding Company Shares are changed into a different number or class of shares by reason of any stock split, stock dividend, reverse stock split, reclassification, recapitalization, subdivision, combination, exchange of shares, or other similar transaction, then the number of Rollover Shares and the Rollover Value shall be proportionally and equitably adjusted to reflect such change, so as to maintain the economic equivalence of the rollover contribution as contemplated by this Agreement.
(b) For the avoidance of doubt, no adjustment pursuant to this Section 2.3 shall increase or decrease the Rollover Percentage, which shall remain fixed at sixty percent (60%) of Rollover Holder's total Company Shares, as adjusted for any such recapitalization event. Any such adjustment shall be calculated by Parent and delivered in writing to Rollover Holder, and shall be binding upon both Parties absent manifest error.
Section 2.4 — Tax Treatment.
(a) The Parties intend that the contribution of the Rollover Shares by Rollover Holder to Parent (or its designee) in exchange for Surviving Entity Equity Interests shall be treated, for United States federal income tax purposes, as a tax-free contribution under Section 351 of the Internal Revenue Code of 1986, as amended (the "Code"), or, to the extent that the reverse triangular merger effected pursuant to the Merger Agreement qualifies as a reorganization under Section 368(a)(2)(E) of the Code, as part of such tax-free reorganization (and, in either case, as a transaction to which the nonrecognition provisions of the applicable Code sections apply).
(b) In connection with the foregoing, the Parties acknowledge that Leonard Cross of Calderwood & Harkness LLP has prepared a Tax Structuring Memorandum, dated January 19, 2024 (the "Tax Structuring Memorandum"), analyzing the qualification of the Merger, including the rollover contribution, under Section 368 of the Code and the application of Section 351 of the Code with respect to rollover participants, including Rollover Holder. Rollover Holder acknowledges receipt of the Tax Structuring Memorandum and has had the opportunity to review its contents with its own independent tax advisors.
(c) Each Party agrees to file all federal, state, local, and foreign tax returns and reports consistent with the intended tax treatment described in Section 2.4(a), and shall not take any position on any tax return, tax filing, or other document that is inconsistent with such intended tax treatment, unless otherwise required by a change in applicable law enacted after the date hereof or a final determination (within the meaning of Section 1313(a) of the Code) by a taxing authority of competent jurisdiction.
(d) Rollover Holder hereby acknowledges and agrees that neither Parent nor any of its affiliates, representatives, or advisors has provided, or is providing, any tax advice to Rollover Holder with respect to the rollover contribution or the transactions contemplated by this Agreement, and that Rollover Holder has obtained, or has had the full opportunity to obtain, independent tax advice from its own advisors regarding the federal, state, local, and foreign tax consequences of the rollover contribution, including the potential application of Sections 351 and 368 of the Code, the treatment of any boot received, the basis and holding period of the Surviving Entity Equity Interests, and any reporting obligations arising therefrom.
Section 2.5 — Withholding.
(a) Parent (or its designee, the Surviving Entity, or the paying agent under the Merger Agreement) shall be entitled to deduct and withhold from any amounts otherwise payable to Rollover Holder pursuant to this Agreement, the Merger Agreement, or any related transaction document, such amounts as may be required to be deducted and withheld under the Code, the Treasury Regulations promulgated thereunder, or any applicable provision of federal, state, local, or foreign tax law (including, without limitation, any amounts required to be withheld under Sections 1441, 1442, 1445, 1446, or 3406 of the Code or the regulations promulgated thereunder).
(b) The Parties acknowledge that an analysis of potential backup withholding obligations under Section 3406 of the Code, withholding under the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA") pursuant to Section 1445 of the Code, and nonresident alien withholding pursuant to Sections 1441 and 1442 of the Code has been prepared in connection with the transactions contemplated by the Merger Agreement. Rollover Holder represents that it is a United States person within the meaning of Section 7701(a)(30) of the Code and that, accordingly, FIRPTA withholding and NRA withholding should not apply to amounts paid to Rollover Holder hereunder.
(c) Rollover Holder shall deliver to Parent (or its designee) a properly completed and duly executed Internal Revenue Service Form W-9 (or, if applicable, the appropriate IRS Form W-8BEN-E or other applicable IRS Form W-8 series form) no later than five (5) business days prior to the Closing Date, or at such earlier time as Parent may reasonably request. To the extent that any amounts are so withheld and remitted to the appropriate taxing authority, such amounts shall be treated for all purposes of this Agreement as having been paid to Rollover Holder.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF ROLLOVER HOLDER
Rollover Holder hereby represents and warrants to Parent as of the date hereof and as of the Closing Date as follows:
Section 3.1 — Organization and Authority.
Pinnacle Growth Ventures LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Rollover Holder has full limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Rollover Holder, and the performance by Rollover Holder of its obligations hereunder, have been duly authorized by all necessary action on the part of Rollover Holder, including the approval of its Managing Member, Evelyn Carmichael, and no other limited liability company proceedings on the part of Rollover Holder are necessary to authorize the execution, delivery, and performance of this Agreement or the consummation of the transactions contemplated hereby.
Section 3.2 — Binding Agreement.
This Agreement has been duly executed and delivered by Rollover Holder and constitutes the legal, valid, and binding obligation of Rollover Holder, enforceable against Rollover Holder in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors' rights generally, and (b) general equitable principles (whether considered in a proceeding in equity or at law), including the possible unavailability of specific performance, injunctive relief, or other equitable remedies.
Section 3.3 — Ownership of Company Shares.
(a) Rollover Holder is the sole record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of 21,367,200 shares of common stock of the Company, representing approximately 11.6% of the 184,200,000 shares of Company common stock issued and outstanding as of the date hereof. Such Company Shares constitute all of the equity securities of the Company owned, directly or indirectly, by Rollover Holder.
(b) Such Company Shares are owned by Rollover Holder free and clear of all Liens, including, without limitation, all liens, encumbrances, pledges, security interests, options, proxies, voting trusts, voting agreements (other than the Voting/Support Agreement, dated as of January 22, 2024, by and between Rollover Holder and Parent (the "Voting/Support Agreement")), claims, charges, mortgages, hypothecations, easements, rights of first refusal, preemptive rights, community property interests, and restrictions of any kind or nature whatsoever, except for restrictions imposed by applicable federal and state securities laws.
(c) Rollover Holder does not own, directly or indirectly, any equity securities of the Company other than the 21,367,200 Company Shares described in Section 3.3(a) above, and does not have any rights, options, warrants, or other agreements to acquire any additional equity securities of the Company, other than as may be set forth in any existing agreements that have been disclosed in writing to Parent prior to the date hereof.
Section 3.4 — No Conflicts.
The execution, delivery, and performance by Rollover Holder of this Agreement, and the consummation by Rollover Holder of the transactions contemplated hereby, do not and will not (a) conflict with, violate, or result in a breach of any provision of the certificate of formation, limited liability company agreement, or other organizational documents of Rollover Holder, (b) conflict with, violate, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination, modification, acceleration, or cancellation of, or give rise to any right of termination, modification, acceleration, or cancellation under, any contract, agreement, indenture, mortgage, lease, license, permit, instrument, or other obligation to which Rollover Holder is a party or by which Rollover Holder or any of its properties or assets is bound, (c) result in the creation or imposition of any Lien upon the Company Shares, or (d) violate any applicable law, rule, regulation, order, judgment, injunction, or decree of any court or governmental authority applicable to Rollover Holder or any of its properties or assets. No consent, approval, authorization, order, license, permit, or filing of or with any governmental authority or any other person or entity is required on the part of Rollover Holder in connection with the execution, delivery, and performance by Rollover Holder of this Agreement or the consummation of the transactions contemplated hereby, other than any filings required under the Securities Exchange Act of 1934, as amended, or any applicable state securities or "blue sky" laws.
Section 3.5 — Litigation.
There is no action, suit, proceeding, claim, arbitration, mediation, or investigation pending or, to the knowledge of Rollover Holder (after reasonable inquiry), threatened against or affecting Rollover Holder, at law or in equity, before or by any court, governmental authority, or arbitrator, that (a) challenges or seeks to prevent, enjoin, alter, or materially delay the consummation of the transactions contemplated by this Agreement or (b) would reasonably be expected to impair or delay the ability of Rollover Holder to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.
Section 3.6 — Investment Representations.
(a) Rollover Holder is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act").
(b) Rollover Holder is acquiring the Surviving Entity Equity Interests for its own account, for investment purposes only, and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any applicable state securities laws. Rollover Holder does not presently have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or otherwise dispose of any of the Surviving Entity Equity Interests to any person.
(c) Rollover Holder understands and acknowledges that the Surviving Entity Equity Interests have not been and will not be registered under the Securities Act or under any state securities laws. Rollover Holder understands that the Surviving Entity Equity Interests are "restricted securities" as defined in Rule 144 promulgated under the Securities Act and that, accordingly, the Surviving Entity Equity Interests may not be sold, transferred, offered for sale, pledged, hypothecated, or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws.
(d) Rollover Holder has such knowledge, sophistication, and experience in financial and business matters generally, and in investments of the type contemplated by this Agreement particularly, as to be capable of evaluating the merits and risks of the prospective investment in the Surviving Entity Equity Interests. Rollover Holder is able to bear the economic risk of an investment in the Surviving Entity Equity Interests for an indefinite period and to afford a complete loss of such investment.
(e) Rollover Holder has been afforded the opportunity to ask questions of and receive answers from representatives of Parent and the Company concerning the Surviving Entity, Parent, the Merger, the Company's business, operations, financial condition, and prospects, and the terms and conditions of the Surviving Entity Equity Interests, and has received all information that Rollover Holder has requested and that Rollover Holder considers necessary or appropriate for deciding whether to consummate the rollover contribution contemplated by this Agreement.
Section 3.7 — No Reliance.
Rollover Holder acknowledges and agrees that it has conducted its own independent investigation, review, and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology, and prospects of the Company, the Merger, and the Surviving Entity. In making its decision to enter into this Agreement and to consummate the rollover contribution contemplated hereby, Rollover Holder has relied solely upon its own investigation and analysis and the representations and warranties expressly set forth in this Agreement. Rollover Holder acknowledges that neither Parent nor any of its affiliates, officers, directors, employees, agents, advisors, or representatives has made, and Rollover Holder is not relying on, any representation, warranty, or other statement of any kind, whether express or implied (including any representation or warranty relating to the future revenue, profitability, or success of the Company, the Surviving Entity, or the transactions contemplated by the Merger Agreement), other than those expressly set forth in Article IV of this Agreement.
Section 3.8 — No Broker.
No broker, finder, investment banker, financial advisor, or other person is entitled to any brokerage, finder's, financial advisory, or similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Rollover Holder. Rollover Holder shall indemnify and hold harmless Parent and its affiliates from and against any claim or liability arising from any such fee or commission asserted by any person claiming to have acted on behalf of Rollover Holder.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PARENT
Parent hereby represents and warrants to Rollover Holder as of the date hereof and as of the Closing Date as follows:
Section 4.1 — Organization and Authority.
Solara Digital Infrastructure Fund VI LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Its sole general partner is Solara Fund VI GP LLC, a Delaware limited liability company, which is duly organized, validly existing, and in good standing under the laws of the State of Delaware. Parent has full partnership power and authority to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent, and the performance by Parent of its obligations hereunder, have been duly authorized by all necessary action on the part of Parent, including the approval of its general partner, and no other partnership or limited liability company proceedings on the part of Parent or its general partner are necessary to authorize the execution, delivery, and performance of this Agreement or the consummation of the transactions contemplated hereby.
Section 4.2 — Binding Agreement.
This Agreement has been duly executed and delivered by Parent and constitutes the legal, valid, and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors' rights generally, and (b) general equitable principles (whether considered in a proceeding in equity or at law), including the possible unavailability of specific performance, injunctive relief, or other equitable remedies.
Section 4.3 — No Conflicts.
The execution, delivery, and performance by Parent of this Agreement, and the consummation by Parent of the transactions contemplated hereby, do not and will not (a) conflict with, violate, or result in a breach of any provision of the certificate of limited partnership, limited partnership agreement, or other organizational documents of Parent or its general partner, (b) conflict with, violate, or result in a breach of, or constitute a default under, any contract, agreement, instrument, or obligation to which Parent is a party or by which Parent or any of its properties or assets is bound, or (c) violate any applicable law, rule, regulation, order, judgment, injunction, or decree applicable to Parent or any of its properties or assets. No consent, approval, authorization, or filing of or with any governmental authority or third party is required on the part of Parent in connection with the execution, delivery, and performance of this Agreement or the consummation of the transactions contemplated hereby, other than any filings required under applicable securities laws.
Section 4.4 — Issuance of Surviving Entity Equity Interests.
The Surviving Entity Equity Interests, when issued and delivered to Rollover Holder in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid (to the extent applicable), and non-assessable (to the extent such concept is applicable under the governing law of the issuing entity), and will be free and clear of all Liens, other than (a) restrictions arising under the Securities Act and applicable state securities laws, and (b) restrictions set forth in the limited partnership agreement, operating agreement, stockholders' agreement, or other governing documents of the issuing entity. Parent shall take, or cause to be taken, all actions necessary to ensure that a sufficient number of Surviving Entity Equity Interests are authorized and reserved for issuance to Rollover Holder at the Effective Time in accordance with the terms of this Agreement.
ARTICLE V
COVENANTS
Section 5.1 — Transfer Restrictions (Pre-Closing).
(a) From the date of this Agreement until the earlier of (i) the Effective Time or (ii) the valid termination of this Agreement in accordance with Article VII hereof, Rollover Holder shall not, directly or indirectly, (A) sell, transfer, assign, pledge, hypothecate, encumber, tender, gift, grant a participation interest in, or otherwise dispose of (whether by merger, consolidation, operation of law, or otherwise) (collectively, "Transfer"), any of its 21,367,200 Company Shares (including both the Rollover Shares and the Cashed-Out Shares), or any interest therein, (B) enter into any contract, agreement, option, arrangement, or understanding with respect to, or consent to, a Transfer of any Company Shares or any interest therein, (C) grant any proxy, power of attorney, or other authorization in or with respect to the voting of any Company Shares (other than as contemplated by the Voting/Support Agreement), or (D) deposit any Company Shares into a voting trust or enter into a voting agreement or arrangement with respect to any Company Shares (other than as contemplated by the Voting/Support Agreement).
(b) Notwithstanding the foregoing, Rollover Holder may Transfer Company Shares to a wholly owned affiliate of Rollover Holder; provided, that (i) the transferee executes and delivers to Parent a joinder agreement in substantially the form attached hereto as Exhibit A, pursuant to which such transferee agrees to be bound by all of the terms, conditions, representations, warranties, and covenants of this Agreement as if it were the Rollover Holder hereunder, and (ii) such Transfer shall not relieve Rollover Holder of its obligations under this Agreement.
Section 5.2 — No Inconsistent Agreements.
(a) Rollover Holder shall not, at any time prior to the termination of this Agreement, enter into any agreement, arrangement, understanding, or commitment (whether written or oral, formal or informal) that is inconsistent with, or that would prevent, delay, interfere with, hinder, or impair, the performance by Rollover Holder of its obligations under this Agreement or the consummation of the transactions contemplated hereby.
(b) Rollover Holder acknowledges and confirms that, concurrently with the execution and delivery of this Agreement, Rollover Holder has executed and delivered the Voting/Support Agreement, dated as of January 22, 2024, pursuant to which Rollover Holder has committed, among other things, to vote all 21,367,200 of its Company Shares in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, subject to the terms and conditions of the Voting/Support Agreement. Rollover Holder represents that the obligations of Rollover Holder under this Agreement are not inconsistent with the obligations of Rollover Holder under the Voting/Support Agreement.
Section 5.3 — Tax Compliance.
(a) Rollover Holder shall cooperate fully and in a timely manner with Parent, the Company, and their respective advisors in connection with any tax filings, tax elections, tax determinations, and tax-related documentation related to the rollover contribution contemplated by this Agreement, including by providing such information, documentation, and certifications as may be reasonably requested by Parent.
(b) Without limiting the generality of the foregoing, Rollover Holder shall deliver to Parent (or its designee) a properly completed and duly executed Internal Revenue Service Form W-9 (or, if applicable, the appropriate IRS Form W-8BEN-E or other applicable IRS Form W-8 series form) no later than five (5) business days prior to the Closing Date, or at such earlier time as Parent may reasonably request. For the avoidance of doubt, the collection and tracking of IRS Form W-9 and W-8BEN-E submissions from rollover participants and other equity holders is being managed by Calderwood & Harkness LLP on behalf of Parent, and Rollover Holder shall direct any questions regarding such forms to Calderwood & Harkness LLP or to Parent's tax advisor.
(c) Rollover Holder shall not take any action, or fail to take any action, that would reasonably be expected to cause the rollover contribution to fail to qualify for the intended tax treatment described in Section 2.4 of this Agreement.
Section 5.4 — Further Assurances.
Each Party shall, at any time and from time to time after the date hereof, upon the reasonable request of the other Party, execute and deliver, or cause to be executed and delivered, such additional instruments, documents, conveyances, assignments, stock powers, certificates, and assurances, and take such further actions, as may be reasonably necessary or desirable to effectuate the rollover contribution, the issuance of the Surviving Entity Equity Interests, and the other transactions contemplated by this Agreement, and to carry out the purposes and intent of this Agreement.
Section 5.5 — Confidentiality.
(a) Each Party acknowledges and agrees that the terms and conditions of this Agreement, and all information exchanged between the Parties in connection herewith (including any financial, business, or tax information relating to Parent, the Company, or the Surviving Entity), are confidential and shall not be disclosed by either Party to any person or entity, except (i) as required by applicable law, regulation, or governmental order, (ii) as required or permitted by the Merger Agreement (including in connection with the preparation and filing of the proxy statement, the Schedule 13E-3, and any other filings with the U.S. Securities and Exchange Commission), (iii) as required in connection with any Form 8-K or other filing required to be made with the U.S. Securities and Exchange Commission, (iv) to such Party's officers, directors, members, partners, employees, advisors, attorneys, accountants, and other representatives who have a need to know such information and who are bound by obligations of confidentiality, or (v) with the prior written consent of the other Party.
(b) The obligations of confidentiality set forth in this Section 5.5 shall survive any termination of this Agreement.
Section 5.6 — Notification of Certain Matters.
Rollover Holder shall promptly notify Parent in writing of any event, circumstance, development, condition, or occurrence that has occurred or is reasonably expected to occur and that (a) would or could reasonably be expected to prevent or materially delay the consummation of the rollover contribution or the performance by Rollover Holder of any of its obligations under this Agreement, (b) would or could reasonably be expected to cause any of the representations and warranties of Rollover Holder set forth in Article III to become untrue or inaccurate in any material respect, or (c) would constitute or result in a breach of any covenant or agreement of Rollover Holder under this Agreement. The delivery of any notice pursuant to this Section 5.6 shall not limit or affect the rights and remedies available to Parent under this Agreement or the Merger Agreement.
ARTICLE VI
CONDITIONS TO ROLLOVER
Section 6.1 — Conditions to Obligations of Both Parties.
The respective obligations of each Party to consummate the rollover contribution contemplated by Article II of this Agreement shall be subject to the satisfaction (or, to the extent permitted by applicable law, waiver by the Party entitled to the benefit thereof) of each of the following conditions:
(a) Closing of the Merger. The Closing under the Merger Agreement shall occur simultaneously with or immediately after the rollover contribution contemplated hereby, and all conditions to the Closing set forth in Article VII of the Merger Agreement shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, provided that such conditions shall be capable of being satisfied at such time).
(b) Regulatory Approvals. Without limiting the generality of Section 6.1(a), the Parties acknowledge that the following regulatory conditions to Closing under the Merger Agreement have been satisfied: (i) the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired or been terminated (HSR clearance was obtained on March 11, 2024); (ii) the United Kingdom Competition and Markets Authority has granted Phase 1 unconditional clearance of the Merger (CMA clearance was obtained on April 3, 2024); and (iii) the stockholders of the Company have duly adopted and approved the Merger Agreement and the transactions contemplated thereby at a special meeting of stockholders held on May 20, 2024, at which approximately 82.4% of the outstanding shares voted in favor of such adoption and approval.
Section 6.2 — Conditions to Obligations of Parent.
The obligation of Parent to consummate the rollover contribution and to issue the Surviving Entity Equity Interests to Rollover Holder shall be subject to the satisfaction (or waiver by Parent) of each of the following additional conditions:
(a) Accuracy of Representations and Warranties. Each of the representations and warranties of Rollover Holder set forth in Article III of this Agreement shall be true and correct in all material respects (or, with respect to representations and warranties qualified by materiality or "Material Adverse Effect," in all respects) as of the date hereof and as of the Closing Date with the same effect as though made as of the Closing Date (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects (or in all respects, as applicable) as of such specified date).
(b) Performance of Covenants. Rollover Holder shall have performed and complied with, in all material respects, all covenants and agreements required to be performed or complied with by it under this Agreement on or prior to the Closing Date.
(c) Delivery of Rollover Shares. Rollover Holder shall have contributed, transferred, assigned, and delivered to Parent (or its designee) all right, title, and interest in and to the Rollover Shares, free and clear of all Liens (other than restrictions arising under applicable securities laws), in the manner contemplated by Section 2.2 of this Agreement.
(d) Delivery of IRS Form W-9. Rollover Holder shall have delivered to Parent (or its designee) a properly completed and duly executed IRS Form W-9 (or applicable IRS Form W-8BEN-E).
Section 6.3 — Conditions to Obligations of Rollover Holder.
The obligation of Rollover Holder to consummate the rollover contribution and to contribute the Rollover Shares shall be subject to the satisfaction (or waiver by Rollover Holder) of each of the following additional conditions:
(a) Accuracy of Representations and Warranties. Each of the representations and warranties of Parent set forth in Article IV of this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date with the same effect as though made as of the Closing Date (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such specified date).
(b) Performance of Covenants. Parent shall have performed and complied with, in all material respects, all covenants and agreements required to be performed or complied with by it under this Agreement on or prior to the Closing Date.
(c) Issuance of Surviving Entity Equity Interests. Parent shall be ready, willing, and able to issue (or to cause to be issued) to Rollover Holder the Surviving Entity Equity Interests in accordance with Section 2.2 of this Agreement, with an aggregate value equal to the Rollover Value, and shall have taken all corporate, partnership, or limited liability company action necessary to authorize such issuance.
ARTICLE VII
TERMINATION
Section 7.1 — Termination Events.
This Agreement shall automatically terminate, without any further action by either Party, upon the earliest to occur of the following:
(a) the Effective Time (at which point the rollover contribution contemplated by Article II shall have been consummated and this Agreement shall be of no further force or effect, except for those provisions that by their express terms survive the Effective Time, including Section 5.5 (Confidentiality) and Article VIII (Miscellaneous));
(b) the valid termination of the Merger Agreement in accordance with its terms (including, without limitation, the termination of the Merger Agreement for failure to consummate the Closing by the outside date of June 30, 2024, as such date may be extended in accordance with the Merger Agreement); or
(c) the mutual written agreement of Parent and Rollover Holder to terminate this Agreement.
Section 7.2 — Effect of Termination.
(a) Upon the termination of this Agreement pursuant to Section 7.1, this Agreement shall become void and of no further force or effect, and neither Party shall have any further obligation, liability, or responsibility to the other Party hereunder; provided, however, that (i) such termination shall not relieve any Party of liability for any willful and material breach of any representation, warranty, covenant, or agreement set forth in this Agreement that occurred prior to such termination, and (ii) the remedies available to a non-breaching Party under applicable law for any such willful and material breach shall survive the termination of this Agreement.
(b) Notwithstanding anything to the contrary in this Section 7.2, the following provisions shall survive any termination of this Agreement and shall continue in full force and effect: Section 5.5 (Confidentiality), this Section 7.2 (Effect of Termination), and Article VIII (Miscellaneous).
ARTICLE VIII
MISCELLANEOUS
Section 8.1 — Notices.
All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when transmitted by facsimile (with written confirmation of receipt), (c) on the business day after deposit with a nationally recognized overnight courier service for next business day delivery, or (d) on the third business day after mailing by certified or registered mail, return receipt requested, postage prepaid, in each case addressed as follows (or to such other address as a Party may designate by notice given in accordance with this Section 8.1):
If to Parent:
Solara Digital Infrastructure Fund VI LP c/o Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, Delaware 19801
Attention: Marcus Elliston, Founder & Managing Partner
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022
Attention: Harrison Wexford
If to Rollover Holder:
Pinnacle Growth Ventures LLC 777 Third Avenue, 28th Floor New York, New York 10017
Attention: Evelyn Carmichael, Managing Member
with a copy (which shall not constitute notice) to:
Ridgeway Phelps & Sato LLP 375 Park Avenue New York, New York 10152
Attention: Catherine Answorth
(or such other counsel as Rollover Holder may designate in writing from time to time)
Section 8.2 — Entire Agreement.
This Agreement, together with the Merger Agreement, the Voting/Support Agreement, the Equity Commitment Letter, and the other transaction documents referred to herein and therein (including the schedules and exhibits hereto and thereto), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, and agreements (whether written or oral) relating to such subject matter. There are no representations, warranties, covenants, or agreements between the Parties with respect to the subject matter hereof other than those expressly set forth or referred to herein.
Section 8.3 — Amendment and Waiver.
(a) This Agreement may be amended, supplemented, or otherwise modified only by a written instrument duly executed by both Parent and Rollover Holder. No amendment shall be effective unless it specifically references this Agreement and is signed by each Party hereto.
(b) No waiver of any provision of this Agreement, or of any right or remedy hereunder, shall be effective unless made in writing and signed by the Party against whom such waiver is sought to be enforced. No waiver of any provision, right, or remedy shall be construed as a waiver of any other provision, right, or remedy, nor shall any single or partial exercise of any right, power, or remedy preclude the further exercise thereof or the exercise of any other right, power, or remedy. The rights and remedies provided herein are cumulative and are not exclusive of any rights or remedies provided by law.
Section 8.4 — Governing Law.
This Agreement, and all claims, causes of action, or disputes (whether in contract, tort, or otherwise) that may be based upon, arise out of, or relate to this Agreement or the negotiation, execution, or performance of this Agreement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 8.5 — Jurisdiction and Venue.
(a) Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware declines to accept jurisdiction, the United States District Court for the District of Delaware) in connection with any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each Party agrees not to commence any action, suit, or proceeding relating thereto except in such courts.
(b) Each Party irrevocably and unconditionally consents to the personal jurisdiction of the courts identified in Section 8.5(a) with respect to any action, suit, or proceeding arising out of or relating to this Agreement. Each Party irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any action, suit, or proceeding arising out of or relating to this Agreement: (i) any claim that it is not personally subject to the jurisdiction of the courts identified in Section 8.5(a) for any reason; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment, or otherwise); and (iii) to the fullest extent permitted by law, any claim that (A) the action, suit, or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such action, suit, or proceeding is improper, or (C) this Agreement or the subject matter hereof may not be enforced in or by such courts.
Section 8.6 — Waiver of Jury Trial.
EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.6.
Section 8.7 — Successors and Assigns.
This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other Party; provided, however, that Parent may, without the consent of Rollover Holder, assign all or any portion of its rights and obligations under this Agreement to one or more affiliates of Parent, so long as such assignee agrees in writing to be bound by and to assume all of Parent's obligations under this Agreement and such assignment does not relieve Parent of its obligations hereunder. Any purported assignment in violation of this Section 8.7 shall be void and of no force or effect.
Section 8.8 — No Third-Party Beneficiaries.
(a) Except as expressly provided in Section 8.8(b), nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the Parties (and their respective successors and permitted assigns) any right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement, and no person or entity other than the Parties shall have standing to enforce any provision of this Agreement.
(b) Notwithstanding the foregoing, Calderwood & Harkness LLP, Meridian Atlantic Bank, N.A., and the lenders (and their respective successors and assigns) under the Debt Commitment Letter, dated as of January 22, 2024, delivered in connection with the Merger Agreement, shall be express third-party beneficiaries of this Agreement solely to the extent that their respective interests are implicated by the funding mechanics, timing, and conditions of the rollover contribution contemplated hereby, and each such third-party beneficiary shall have the right to enforce such provisions for its own benefit; provided, that in no event shall such limited third-party beneficiary status expand the obligations of Rollover Holder or Parent beyond those expressly set forth in this Agreement.
Section 8.9 — Severability.
If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, and the remaining provisions shall remain in full force and effect. Upon such determination that any provision (or any portion thereof) is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner so that the transactions contemplated by this Agreement may be consummated as originally contemplated to the greatest extent possible.
Section 8.10 — Specific Performance.
(a) The Parties acknowledge and agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled to an injunction or injunctions, specific performance, or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which such Party may be entitled at law or in equity.
(b) Each Party hereby waives (i) any defense in any action for specific performance that a remedy at law would be adequate and (ii) any requirement under any law to post security or a bond as a prerequisite to obtaining equitable relief.
Section 8.11 — Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, portable document format (.pdf), or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.
Section 8.12 — Expenses.
(a) Except as otherwise expressly provided herein or in the Merger Agreement, each Party shall bear and pay its own costs and expenses (including attorneys' fees, accountants' fees, financial advisors' fees, and other out-of-pocket expenses) incurred in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby.
(b) For the avoidance of doubt, and without limiting the generality of the foregoing, the Parties acknowledge that, as part of the overall transaction expenses associated with the Merger (which are estimated at approximately One Hundred Eighty-Five Million Dollars ($185,000,000) in the aggregate), Solara Digital Infrastructure Fund VI LP (or its affiliates) is bearing the cost of (i) the representations and warranties insurance premium in the amount of Thirteen Million Six Hundred Thousand Dollars ($13,600,000), and (ii) the financial advisory fee payable to Peregrine Advisory Group LLC in the amount of Six Hundred Eighty Thousand Dollars ($680,000), each of which shall be allocated and paid in accordance with the terms of the Merger Agreement and the applicable engagement letters, and neither of which shall be borne by, or allocated to, Rollover Holder except to the extent that Rollover Holder's pro rata share of such expenses is reflected in the post-Closing capitalization of the Surviving Entity.
Section 8.13 — Relationship of